IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
IN RE: LEAR CORPORATION
C.A. No. 2728-VCS
Date Submitted: June 8, 2007
Date Decided: June 15, 2007
Pamela S. Tikellis, Esquire, CHIMICLES & TIKELLIS, LLP, Wilmington, Delaware,
Attorney for Plaintiff.
Seth D. Rigrodsky, Esquire, Brian D. Long, Esquire, RIGRODSKY & LONG, P.A.,
Wilmington, Delaware; Ann K. Ritter, Esquire, MOTLEY RICE, LLC, Mount Pleasant,
South Carolina, Co-Chairs of Plaintiffs’ Executive Committee.
Kevin G. Abrams, Esquire, J. Travis Laster, Esquire, Steven M. Haas, Esquire, Nathan A.
Cook, Esquire, ABRAMS & LASTER, LLP, Wilmington, Delaware, Attorneys for the Lear
Matthias Lydon, Esquire, Norman Beck, Esquire, WINSTON & STRAWN, LLP, Chicago,
Illinois, Of Counsel to Lear Corporation.
Kenneth J. Nachbar, Esquire, Jay N. Moffitt, Esquire, William E. Green, Jr., Esquire,
MORRIS NICHOLS ARSHT & TUNNELL, Wilmington, Delaware, Attorneys for
Defendants AREP Car Acquisition Corp., American Real Estate Partners, LP, and Vincent
STRINE, Vice Chancellor.
Lear Corporation is one of the world’s leading automotive interior systems
suppliers. It is among the Fortune 200, and its shares trade on the New York Stock
Exchange. Although Lear is a large corporation, it remains highly dependent on the
success of the corporations who sell cars and trucks — as those corporations are Lear’s
customers. In particular, although Lear has broadened its customer base to become more
global, the majority of its revenues continue to be derived from sales to American
manufacturers, and within that sector, Lear’s revenues also tilt toward supplying
components for SUVs and light trucks. As is widely known, the American automobile
industry has suffered during the past several years and sales of SUVs and light trucks
have declined as gas prices have increased. Lear suffered along wi